Corporate governance

Annual General Meeting

Annual General Meeting

The highest decision-making power at F-Secure is exercised by the company’s shareholders at General Meetings convened at least once a year. F-Secure’s General Meeting may, in addition to the Company’s domicile Helsinki, be held in Espoo or Vantaa. Holding the meeting at another location requires an especially weighty reason.

F-Secure’s Annual General Meeting shall be held annually within six months from the end of the financial year. The General Meeting handles the matters required by the Finnish Limited Liability Companies Act or the Articles of Association or proposed to it by the Board of Directors. At the Annual General Meeting, the shareholders shall pass resolutions on, among other things, the distribution of profits indicated by the balance sheet, discharge from liability for the members of the Board of Directors and the CEO and elections of the members of the Board of Directors and the auditor as well as their remuneration.

An Extraordinary General Meeting shall be convened to deal with specific matters when considered necessary by the Board of Directors, or when requested in writing by the auditor of the company or by shareholders representing together at least one tenth of all the issued and outstanding shares of the company.

As a general rule, the General Meeting is convened by the Board of Directors. The notice of a General Meeting shall be delivered no earlier than three (3) months prior to the record date of the meeting and no later than three (3) weeks prior to the meeting, however at least nine (9) days before the record date of the meeting. The notice shall be published on the company’s website.

In order to have the right to attend a General Meeting, a shareholder shall give an advance notice of participation to F-Secure no later than on the date and time mentioned in the notice of the General Meeting, which may not be earlier than ten (10) days before the General Meeting.

In order to have the right to attend and vote at a General Meeting, a shareholder must be registered in the shareholders’ register kept by Euroclear Finland eight (8) business days prior to the relevant General Meeting. A nominee-registered shareholder wishing to attend and vote at the General Meeting should seek a temporary registration in the shareholders’ register kept by Euroclear Finland. The notification of such temporary registration shall be made no later than on the date set out in the notice of the General Meeting, which must be after the record date of the General Meeting. As regards nominee-registered shares, the registration into the temporary register of shareholders constitutes due registration for the General Meeting.

In accordance with the Limited Liability Companies Act shareholders are entitled to have matters to be dealt with by the Shareholders’ Meeting if he/she demands this in writing from the Board of Directors. F-Secure publishes the date by which shareholders shall notify of their request to have matters dealt with by the Annual General Meeting on its website well in advance. Such a request is always considered to have arrived in time if the Board of Directors has been notified of it at least four (4) weeks before the invitation to the Annual General Meeting is sent out.